Common use of Assignment; Binding Effect; Benefit Clause in Contracts

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto; PROVIDED, HOWEVER, that Parent may assign its rights, interests and obligations hereunder to any successor or parent entity of Parent whose shares are registered under Section 12 of the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to the Effective Time, then Parent shall have the right to contribute all of the capital stock of Merger Sub to RCA. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.06, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights or remedies under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto; PROVIDEDparties, HOWEVERexcept that Merger Sub may assign, that Parent may assign in its sole discretion, all or any of its rights, interests and obligations hereunder to Parent or to any successor direct or parent entity indirect wholly-owned Subsidiary of Parent whose shares are registered under Section 12 of the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to the Effective Time, then Parent shall have the right to contribute all of the capital stock of Merger Sub to RCAParent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than except for (a) the provisions of Section 7.067.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed or implied, shall or is intended to confer on any person Person other than the parties hereto or their respective successors heirs, successors, executors, administrators and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties heretoparties; PROVIDEDprovided, HOWEVERhowever, that Parent Activision may assign its rights, interests and or obligations hereunder to any successor affiliate provided that Activision remains obligated hereunder and such assignment does not alter the rights, interests or parent entity of Parent whose shares are registered under Section 12 obligations of the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to the Effective Time, then Parent shall have the right to contribute all of the capital stock of Merger Sub to RCAMembers hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No assignment permitted assignsunder this Agreement shall relieve any such assignor of any of his, her or its obligations under this Agreement and any assignee shall assume in writing all of the undertakings of assignor under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.06, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors heirs, surviving corporations, executors, administrators and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties heretoparties; PROVIDEDprovided, HOWEVERhowever, that Parent Activision and Merger Subsidiary may each assign its their respective rights, interests and or obligations hereunder to any successor affiliate provided that Activision remains obligated hereunder and such assignment does not alter the rights, interests or parent entity obligations of Parent whose shares are registered under Section 12 of the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to the Effective Time, then Parent shall have the right to contribute all of the capital stock of Merger Sub to RCAExpert hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors Surviving Corporations and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.06except for the provisions of Sections 2.2, 2.4 and 6.13, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors heirs, surviving corporations, executors, administrators and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto; PROVIDEDparties, HOWEVERexcept that 77 Merger Sub may assign, that Parent may assign in its sole discretion, all or any of its rights, interests and obligations hereunder to Parent or to any successor direct or parent entity indirect wholly-owned Subsidiary of Parent whose shares are registered under Section 12 of the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to the Effective Time, then Parent shall have the right to contribute all of the capital stock of Merger Sub to RCAParent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than except for (a) the provisions of Section 7.067.11 and (b) the right of the Company’s shareholders to receive the consideration provided for herein after the Closing (a claim with respect to which may not be made unless and until the Closing shall have occurred), nothing in this Agreement, expressed or implied, shall or is intended to confer on any person Person other than the parties hereto or their respective successors heirs, successors, executors, administrators and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall will be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto; PROVIDEDparties, HOWEVERprovided, however, that Parent may each of SurgiCare and Newco will be entitled to assign its this Agreement and any rights, interests and or obligations hereunder to any successor of its Affiliates or, following the Closing, any senior lender of SurgiCare without the consent of DCPS, MBS or parent entity of Parent whose shares are registered under Section 12 of the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to the Effective Time, then Parent shall have the right to contribute all of the capital stock of Merger Sub to RCASellers. Subject to the preceding sentence, this Agreement shall will be binding upon and shall will inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.06, nothing in this Agreement, expressed or implied, is intended to confer on any person Person other than the parties hereto or their respective successors and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties hereto; PROVIDED, HOWEVER, that Parent may assign its rights, interests and obligations hereunder to any successor or parent entity of Parent whose shares are registered under Section 12 of the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to the Effective Time, then Parent shall have the right to contribute all of the capital stock of Merger Sub to RCAparties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.06except for the provisions of Article II and Sections 5.7 and 5.8 (collectively, the "Third Party Provisions"), nothing in this Agreement, expressed express or implied, is intended to confer on any person other than the parties hereto or their respective successors heirs, successors, executors, administrators and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement. The Third Party Provisions may be enforced on behalf of the Company or the other respective beneficiaries thereof by those individuals who were the directors of the Company immediately prior to the Effective Time and also by the holder of Company Common Stock converted in the Merger, the Indemnified Party or the officer or employee that such provisions respectively are intended to benefit and their respective heirs and representatives. Parent shall pay all expenses, including attorneys' fees, that may be incurred by such directors or other persons in enforcing the Third Party Provisions.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto; PROVIDEDparties, HOWEVERexcept that Acquisition Company may assign, that Parent may assign in its discretion, any or all of its rights, interests and obligations hereunder to Parent or any successor direct or parent entity indirect subsidiary of Parent whose shares are registered under Section 12 Acquisition Company, but no such assignment shall relieve Acquisition Company of the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to the Effective Time, then Parent shall have the right to contribute all any of the capital stock of Merger Sub to RCAits obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall upon, inure to the benefit of of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.06, nothing in this Agreement, expressed express or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests benefits or obligations hereunder shall may be assigned or delegated by any of the parties hereto party (whether by operation of Law law or otherwise) without the prior written consent of the each other parties hereto; PROVIDEDparty, HOWEVERexcept that Purchaser may assign all or any of its rights and benefits hereunder, and may delegate all or any of its obligations, to any controlled Subsidiary of Purchaser, provided, that Parent may assign its rightsno such assignment or delegation shall relieve Purchaser of any obligation of Purchaser hereunder, interests unless and obligations hereunder to any successor or parent entity of Parent whose shares are registered under Section 12 of until such obligation has been satisfied in accordance with the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to the Effective Time, then Parent shall have the right to contribute all of the capital stock of Merger Sub to RCAterms hereof. Subject to the immediately preceding sentence, this Agreement shall will be binding upon and shall upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.06, nothing Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or and their respective successors and permitted assigns assigns, any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law law or otherwise) without the prior written consent of the other parties heretoparties; PROVIDEDprovided, HOWEVERhowever, that Parent Activision may assign its rights, interests and or obligations hereunder to any successor affiliate provided that Activision remains obligated hereunder and such assignment does not alter the rights, interests or parent entity of Parent whose shares are registered under Section 12 obligations of the Exchange Act (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to the Effective Time, then Parent shall have the right to contribute all of the capital stock of Merger Sub to RCAMembers hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No assignment permitted assignsunder this Agreement shall relieve any such assignor of any of his, her or its obligations under this Agreement and any assignee shall assume in writing all of the undertakings of assignor under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, other than Section 7.06, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective heirs, executors, administrators, successors and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto; PROVIDEDparties, HOWEVER, except that (a) Parent may assign all or any of its rights, interests rights and obligations hereunder to any successor or parent entity Affiliate of Parent, provided that no such assignment to an Affiliate shall relieve Parent whose shares are registered under Section 12 of the Exchange Act its obligations hereunder, and (or will be so registered at the Effective Time); PROVIDED, FURTHER, that in the event that the RCA Merger is consummated at or prior to b) after the Effective Time, then Parent shall have the right may assign all of its rights and obligations hereunder to contribute a person that acquires all of the capital stock stock, or substantially all of Merger Sub the assets, of the division or business unit of Parent responsible for the business of the Company; provided, that such person assumes this Agreement, in writing, and agrees to RCAbe bound by and to comply with all of the terms and conditions hereof. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything contained in this Agreement to the contrary, other Other than Section 7.06under Sections 6.04 and 6.07, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.

Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall will be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto; PROVIDEDparties, HOWEVERprovided, however, that each of Parent may and Buyer will be entitled to assign its this Agreement and any rights, interests and or obligations hereunder to any successor or parent entity of Parent whose shares are registered under Section 12 of the Exchange Act (or will be so registered at the Effective Time); PROVIDEDits Affiliates or, FURTHER, that in the event that the RCA Merger is consummated at or prior to after the Effective Time, then Parent shall have iStar Financial Inc. without the right to contribute all consent of the capital stock Company; provided further, however, that no such assignment shall relieve Parent or Buyer of Merger Sub to RCAany of its obligations hereunder. Subject to the preceding sentence, this Agreement shall will be binding upon and shall will inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding Except as provided in Section 6.04, notwithstanding anything else contained in this Agreement to the contrary, other than Section 7.06, nothing in this Agreement, expressed or implied, is intended to confer on any person Person other than the parties hereto or their respective successors and permitted assigns any rights rights, remedies, obligations or remedies liabilities under or by reason of this Agreement.